Navigation Capital Partners, Inc. - Sep 8, 2021 Form 4 Insider Report for American Virtual Cloud Technologies, Inc. (AVCT)

Role: 10%+ Owner
Signature: Navigation Capital Partners, Inc. By: /s/ Lawrence E. Mock, Managing Partner
Stock symbol: AVCT
Transactions as of: Sep 8, 2021
Transactions value $: -$24,295,608
Form type: 4
Date filed: 10/4/2021, 09:02 PM
Previous filing: Jun 1, 2021
Next filing: Oct 4, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	AVCT	Common Stock	Conversion of derivative security		+2.1M			2.1M	Sep 8, 2021	Please see footnotes	F1, F2
transaction	AVCT	Common Stock	Conversion of derivative security		+5.51M	+261.97%		7.62M	Sep 8, 2021	Please see footnotes	F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	AVCT	Series A Convertible Debentures	Conversion of derivative security	-$6.31M				0	Sep 8, 2021	Common Stock	2.1M		Please see footnotes	F1, F2
transaction	AVCT	Series A-1 Convertible Debentures	Conversion of derivative security	-$18M				0	Sep 8, 2021	Common Stock	5.51M		Please see footnotes	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On September 8, 2021, the unpaid principal amount (together with all accrued but unpaid interest thereon) of the Series A Convertible Debentures and Series A-1 Convertible Debentures (the "Debentures") automatically converted into shares of the Issuer's common stock, par value $0.001 per share (the "Common Stock") at a conversion price of $3.45 (the "Mandatory Conversions"). The Mandatory Conversions were triggered by the closing price of the Common Stock on the Nasdaq Capital Market exceeding $6.00 for 40 trading days within a consecutive 60 trading day-period. This Form 4 is being filed late due to administrative error.
F2	The reported securities are directly held by Navigation Capital Partners SOF I, LLC, a direct wholly-owned subsidiary of SPAC Opportunity Fund I, L.P. ("SPAC Opps"), an entity controlled by Navigation Capital Partners, Inc. ("Navigation Capital" and, together with SPAC Opps, the "Reporting Persons"). As a result, the Reporting Persons may be deemed to indirectly beneficially own the reported securities. The Reporting Persons each disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.

Content

On September 8, 2021, the unpaid principal amount (together with all accrued but unpaid interest thereon) of the Series A Convertible Debentures and Series A-1 Convertible Debentures (the "Debentures") automatically converted into shares of the Issuer's common stock, par value $0.001 per share (the "Common Stock") at a conversion price of $3.45 (the "Mandatory Conversions"). The Mandatory Conversions were triggered by the closing price of the Common Stock on the Nasdaq Capital Market exceeding $6.00 for 40 trading days within a consecutive 60 trading day-period. This Form 4 is being filed late due to administrative error.

The reported securities are directly held by Navigation Capital Partners SOF I, LLC, a direct wholly-owned subsidiary of SPAC Opportunity Fund I, L.P. ("SPAC Opps"), an entity controlled by Navigation Capital Partners, Inc. ("Navigation Capital" and, together with SPAC Opps, the "Reporting Persons"). As a result, the Reporting Persons may be deemed to indirectly beneficially own the reported securities. The Reporting Persons each disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.